EXHIBIT 10.P
SANTA FE SNYDER CORPORATION
December 14, 1999
James L. Payne
Chief Executive Officer
RE: RESTRICTED STOCK GRANT
Dear Mr. Payne:
I am pleased to inform you that you have been granted the right to receive
shares of Restricted Stock under the Santa Fe Snyder Corporation Incentive Stock
Compensation Plan 2000 (the "Plan") as provided below upon the approval of the
Plan by the stockholders of the Company:
1. Restricted Stock Grant # 1999-1
Effective Grant Date December 9, 1999
Number of Shares Granted 345,324
2. Subject to the further provisions of this Agreement, the shares of
Restricted Stock shall become vested (no longer subject to forfeiture or
restrictions on transfer) as follows: one-third upon the first anniversary of
the Effective Grant Date; an additional one-third on the second anniversary of
the Effective Grant Date; and the final one-third on your 65th birthday. In
addition, the shares of Restricted Stock shall become 100% vested upon the first
to occur of the following (a) the Company ceases to be an independent, publicly
traded company, (b) the termination of your employment due to your death or
Disability, and (c) the Board removing you as the Chief Executive Officer of the
Company other than for Cause. As used herein, "Disability" means you are
entitled to receive disability benefits under a Company long-term disability
plan or Social Security, and "Cause" means your conviction for a felony
involving moral turpitude. Except as provided in (a) above, you shall not become
vested upon a Change of Control.
3. Except to the extent vesting has occurred pursuant to paragraph 2
above, the shares of Restricted Stock shall be forfeited upon your termination
of employment for any reason other than as provided in paragraph 2 above.
4. During the period the shares of Restricted Stock remain subject to
forfeiture, (i) they may not be pledged, assigned or otherwise transferred by
you (other than by will or laws of
descent and distribution), (ii) you will be entitled to receive any dividends
paid with respect to the shares, and (iii) you will be entitled to vote the
shares.
5. Pursuant to your direction, the Company shall satisfy its tax
withholding obligations with respect to the vesting of the shares of Restricted
Stock by withholding that number of whole shares of Common Stock having an
aggregate Fair Market Value equal to, or exceeding by less than one whole share,
the amount of such tax withholding obligation, with the amount of any fractional
share in excess of the required withholding amount paid to you in cash by the
Company. Alternatively, you may elect to satisfy their tax withholding
obligations by a cash payment to the Company and receive the full number of
vested shares or you may elect to use any combination of share withholdings and
cash.
6. Notwithstanding anything in this Agreement or the Plan to the contrary,
if it shall be determined that the vesting or payment of the grant under this
Agreement would be subject to the excise tax imposed by Section 4999 of the
Internal Revenue Code, then the Company shall pay you such additional amount of
cash as necessary to put you in the same economic position you would have been
in had the vesting or payment of this grant not been subject to such excise tax.
This paragraph shall be interpreted and applied in the manner that is most
favorable to you.
7. The certificate to be issued in respect of the shares of Restricted
Stock granted you under this Agreement shall be registered in your name and held
in escrow by the Company. This grant of shares of Restricted Stock is
conditioned upon your endorsing in blank a stock power for the Restricted Stock.
8. Nothing in the Agreement shall confer any right on you to continue
employment with the Company or an Affiliate nor restrict the Company or an
Affiliate from terminating your employment for any reason.
9. The shares of Restricted Stock are subject to the terms of the Plan, as
approved by the stockholders, which terms are hereby incorporated by reference.
In the event of a conflict between the terms of this Agreement and the Plan, the
Plan shall be the controlling document, without exception. Capitalized terms
used herein and not otherwise defined herein shall have the meaning ascribed to
them in the Plan.
10. Notwithstanding anything in this Agreement to the contrary, prior to
approval of the Plan by the stockholders of the Company, this Agreement shall
also evidence a tandem grant (not under the Plan) to you of 345,324 phantom
shares of Company stock on the same vesting terms as set forth above, except
that upon vesting such phantom shares shall be payable in shares of Company
stock acquired on the open market, treasury stock, cash of equivalent value or
any combination thereof, as determined by the Committee in its discretion. In
the event of your death, your designated beneficiary or, if none, your estate
will be entitled to receive this payment. If the stockholders approve the Plan,
upon such approval this tandem grant of phantom
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shares of Company stock is hereby automatically canceled. To the extent the
phantom shares become vested prior to the stockholders' approval of the Plan,
such vesting shall automatically cancel an equal number of the tandem grant of
shares of Restricted Stock under the Plan.
11. As consideration for this grant, you agree that (i) certain Employment
Agreement between you and the Company, dated as of December 31, 1996, is hereby
terminated in full effective for all purposes as of the Effective Grant Date and
(ii) you will not be entitled to any cash severance payments under any Company
severance program, but you shall continue to be eligible to receive all other
benefits, if any, provided under such severance program(s).
12. This grant shall be void and of no effect unless you execute and
return this Agreement to the undersigned. The attached copy of this Agreement is
for your records.
SANTA FE SNYDER CORPORATION
By:_________________________________
Name: William E. Greehey
Title: Chairman, Compensation
and Benefits Committee of the
Board of Directors
Agreed to:
By: _____________________
JAMES L. PAYNE
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